Exhibit 10.26


 


TENDER AND SUPPORT AGREEMENT


TENDER AND SUPPORT AGREEMENT (this “Agreement”)
dated as of August 6, 2020 by and among Ranpak Holdings Corp. (the “Company”) and each of the persons listed
on Schedule A hereto (collectively, the “Public Warrant Holders,” and each a “Public Warrant Holder”).


W I T N E S S E T H:


WHEREAS, as of the date hereof,
each Public Warrant Holder is the beneficial owner of warrants (i) sold as part of the units in the initial public offering (the
“IPO”) (whether they were purchased in the IPO or thereafter in the open market) or (ii) initially issued to
the anchor investors and the BSOF Entities in connection with the IPO that have been transferred to any person other than permitted
transferees (as defined in the Registration Statement (as defined below)) (the “Public Warrants”); as of the
date hereof, a total of 14,537,997 Public Warrants are outstanding;


WHEREAS, as of the date hereof,
5,000,000 outstanding Forward Purchase Warrants were issued pursuant to certain forward purchase agreements in a private placement
transaction in connection with the consummation of the Company’s business combination with Rack Holdings Inc. (the “Forward
Purchase Warrants”);


WHEREAS, as of the date hereof,
570,744 outstanding Private Placement Warrants were issued pursuant to certain subscription agreements in a private placement transaction
in connection with the consummation of the Company’s IPO (the “Private Placement Warrants,” and together
with the Public Warrants and the Forward Purchase Warrants, the “Warrants”);


WHEREAS, each Public Warrant entitles
its holder to purchase one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
of the Company, for a purchase price of $11.50, subject to certain adjustments;


WHEREAS, the Company is initiating
an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be filed with the
Securities and Exchange Commission, as may be amended and supplemented (the “Registration Statement”), to offer
the Public Warrant Holders the opportunity to exchange their Warrants for shares of Class A Common Stock, based on an exchange
ratio of 0.22 shares of Class A Common Stock per Warrant and subject to other terms and conditions to be disclosed in the Registration
Statement, which exchange ratio and other terms and conditions will be the same for the Public Warrants, the Forward Purchase Warrants
and the Private Placement Warrants;






     


     


    

WHEREAS, concurrent with the Exchange
Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Solicitation”)
to solicit the consent of the holders of the Public Warrants and Forward Purchase Warrants (together, the “Consent Warrants”)
to amend, effective upon the completion of the Exchange Offer, the terms of the warrant agreement (the “Warrant Agreement”),
dated January 17, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant
Amendment”), which governs all of the Warrants, to permit the Company to require that each Warrant that is outstanding
upon the closing of the Exchange Offer be converted into 0.198 shares of Class A Common Stock, which is a ratio 10% less than the
exchange ratio applicable to the Exchange Offer, as more fully described in the Registration Statement; and


WHEREAS, as an inducement to the
Company’s willingness to initiate the Exchange Offer and the Solicitation, each Public Warrant Holder has agreed to enter
into this Agreement.


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


Section 1.01. Agreement to Tender.
Each Public Warrant Holder shall validly tender or cause to be tendered to the Company all Public Warrants beneficially owned by
such Public Warrant Holder as of the date hereof, free and clear of all liens, pursuant to and in accordance with the terms of
the Exchange Offer as described in the Registration Statement no later than the scheduled or extended expiration time of the Exchange
Offer at a ratio of 0.22 shares of Class A Common Stock per Public Warrant. Notwithstanding anything to the contrary in the Registration
Statement, after a Public Warrant Holder validly tenders his, her or its Public Warrants to the Company in accordance with the
terms of the Registration Statement, such Public Warrant Holder shall not withdraw or cause to be withdrawn the tender of any of
such Public Warrants from the Exchange Offer, unless this Agreement is terminated pursuant to Section 1.06 hereof. For the avoidance
of doubt, nothing in this Agreement shall restrict the Public Warrant Holder from acquiring additional Warrants subsequent to the
date hereof and such additional Warrants shall not be subject to the terms of this Agreement.


Section 1.02. Agreement to Consent.
Each Public Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with respect to all
of such Public Warrant Holder’s Public Warrants in accordance with the terms and conditions of the Solicitation as described
in the Registration Statement, and such Public Warrant Holder shall not withdraw or cause to be withdrawn any such consent; provided,
however that such consent may be withdrawn if this Agreement is terminated pursuant to Section 1.06 hereof.


Section 1.03. Ownership of Public Warrants.
Each Public Warrant Holder represents and warrants to the Company, as of the date hereof and as of the date of tender of such Public
Warrant Holder’s Public Warrants in accordance with this Agreement, that such Public Warrant Holder is the sole beneficial
owner of the number of Public Warrants set forth opposite such Public Warrant Holder’s name on Schedule A, and has good and
marketable title to such Public Warrants free and clear of any liens, options, rights, or any other encumbrances, limitations or
restrictions whatsoever (other than liens imposed under typical prime brokerage agreements and those restrictions imposed by applicable
securities laws, this Agreement and the Warrant Agreement). Each Public Warrant Holder shall not transfer any Public Warrants to
any person (other than the Company in connection with the Exchange Offer) unless such person acquiring such Public Warrants signs
a joinder to this Agreement agreeing to be bound by all terms and conditions of this Agreement.






    2 


     


    

Section 1.04. Company Covenants.
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Solicitation
as soon as practicable consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement
as required by applicable laws and regulation, and that the Registration Statement, when declared effective, will comply with all
applicable Securities and Exchange Commission requirements.


Section 1.05. Specific Performance.
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are
entitled at law or in equity.


Section 1.06. Termination. This
Agreement shall terminate as to all Public Warrant Holders (a) upon written notice to all the Public Warrant Holders by the Company,
or upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue
the Exchange Offer and the Solicitation, and (ii) September 30, 2020; or (b) if the Company fails to commence the Exchange Offer
and Solicitation within 3 business days of the date hereof.


Section 1.07. Public Warrant Holder
Obligations Several and Not Joint. The obligations of each Public Warrant Holder hereunder shall be several and not joint,
and no Public Warrant Holder shall be liable for any breach of the terms of this Agreement by any other Public Warrant Holder.


Section 1.08. Governing Law. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.






    3 


     


    

Section 1.09. Counterparts. This
Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement
or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or
other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic
signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means)
shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


[Signature Page Follows]


 


 






    4 


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


	 	COMPANY:



RANPAK HOLDINGS CORP.
	 	 
	 	By:	/s/ William Drew
	 	 	Name:William Drew
	 	 	Title:Interim Chief Financial Officer


 


[Signature Page – Ranpak Tender and
Support Agreement]



     


     


    




IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


	 	HOLDER:



ArrowMark Colorado Holdings LLC
	 	 
	 	By:	/s/ Rick Grove
	 	 	Name: Rick Grove
	 	 	Title:   Authorized Signatory


 


 


[Signature Page – Ranpak Tender and
Support Agreement]



     


     


    

IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.


	 	HOLDER:



RIVERVIEW GROUP LLC
	 	 
	 	By:	/s/ Mark Meskin
	 	 	Name:  Mark Meskin
	 	 	Title:    Authorized Signatory


 


[Signature Page – Ranpak Tender and
Support Agreement]



     


     


    




Schedule A


	
        Name
        of Public Warrant Holder
	
        Number
        of Public Warrants

	ArrowMark Colorado Holdings LLC	1,470,710
	Riverview Group LLC	5,589,600


 


 

A-1